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2020decisions - 042820 SEC EB Case No. 11 15 390 I.Learn Center v. I.LearnCenter
2020decisions - 042820 SEC EB Case No. 11 15 390 I.Learn Center v. I.LearnCenter
Department of Finance
Securities and Exchange Commission
COMMISSION EN BANC
I.LEARN.CENTER, INC.,
Petitioner-Appellee,
I.LEARNCENTER MALABON,
INC.,
Respondent-Appellant.
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DECISION
Before the Commission En Banc is the Memorandum on Appeal dated
12 November 2015 (the “Appeal”) filed by I.LEARNCENTER MALABON,
INC., seeking the reversal and setting aside of the Decision dated 27 October
2015 of the Office of the General Counsel (the "Assailed Decision") for lack
of merit. The dispositive portion of the Assailed Decision reads thus:
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RELEVANT FACTS
1
Section 3.2.2 of the MOA.
I.LEARN.CENTER, INC. vs. I.LEARNCENTER MALABON, INC.
SEC En Banc Case No. 11-15-390
Page 2 of 9
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ISSUE
RULING
In the Corporation Code6 (the “Code”), the provision that regulates the
use of corporate names is Section 18.7 It provides that:
“Section 18. Corporate name. – No corporate name may be allowed by the
Securities and Exchange Commission if the proposed name is identical or
deceptively or confusingly similar to that of any existing corporation or to
any other name already protected by law or is patently deceptive, confusing
or contrary to existing laws. When a change in the corporate name is
approved, the Commission shall issue an amended certificate of
incorporation under the amended name.” (Emphasis supplied)
6
Batas Pambansa Blg. 68.
7
Section 17 of the Revised Corporation Code.
8
See Indian Chamber of Commerce Phils., Inc. v. Filipino Indian Chamber of Commerce in the Philippines,
Inc., G.R. No. 184008, August 3, 2016; Philips Export B.V. v. Court of Appeals, G.R. No. 96161, February
21, 1992; GSIS Family Bank — Thrift Bank v. BPI Family Bank, G.R. No. 175278, September 23, 2015;
Industrial Refractories Corporation of the Philippines v. Court of Appeals, G.R. No. 122174, October 3,
2002.
9
G.R. No. 205548, February 7, 2018
I.LEARN.CENTER, INC. vs. I.LEARNCENTER MALABON, INC.
SEC En Banc Case No. 11-15-390
Page 5 of 9
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(B) Respondent-Appellant’s
corporate name,
I.LEARNCENTER
PHILIPPINES, INC.
(formerly I.LEARNCENTER
MALABON, INC.), is
identical with Petitioner-
Appellee’s corporate name,
I.LEARN.CENTER, INC.
10
G.R. No. 96161, 21 February 1992.
11
See Indian Chamber of Commerce Phils., Inc. v. Filipino Indian Chamber of Commerce in the Philippines,
Inc., G.R. No. 184008, [August 3, 2016].
12
See Par 37 (page 11) of Respondent-Appellant’s Memorandum on Appeal.
I.LEARN.CENTER, INC. vs. I.LEARNCENTER MALABON, INC.
SEC En Banc Case No. 11-15-390
Page 6 of 9
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Respondent has acquired an exclusive right to the use of the trade name
"SAN FRANCISCO COFFEE & ROASTERY, INC." since the registration
of the business name with the DTI in 1995. Thus, respondent's use of its
trade name from then on must be free from any infringement by similarity.”
13
Philips Export B.V. et al. v. Court of Appeals et al., G.R. No. 96161, 21 February 1992.
14
See Par. 27 of Respondent-Appellant’s Memorandum on Appeal.
15
G.R. No. 169504, March 3, 2010.
I.LEARN.CENTER, INC. vs. I.LEARNCENTER MALABON, INC.
SEC En Banc Case No. 11-15-390
Page 7 of 9
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“At any rate, the SEC has the authority to de-register at all times and under
all circumstances corporate names which in its estimation are likely to
spawn confusion. It is the duty of the SEC to prevent confusion in the use
of corporate names not only for the protection of the corporations involved
but more so for the protection of the public.” (Emphasis supplied)
We do not agree.
“Parties organizing a corporation must choose a name at their peril; and the
use of a name similar to one adopted by another corporation, whether a
business or a nonprofit organization, if misleading or likely to injure in the
exercise of its corporate functions, regardless of intent, may be prevented
by the corporation having a prior right, by a suit for injunction against the
new corporation to prevent the use of the name.”
16
G.R. No. 137592, December 12, 2001.
17
Standard Oil Co. of N.M. vs. Standard Oil Co. of Cal., 13 U.S.P.Q. 76.
18
G.R. No. 137592, December 12, 2001.
I.LEARN.CENTER, INC. vs. I.LEARNCENTER MALABON, INC.
SEC En Banc Case No. 11-15-390
Page 8 of 9
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The records of the case will show that Petitioner-Appellee was able to
register its corporate name I.LEARN.CENTER, INC. with the Commission
on 30 August 2007, or way earlier than the registration by Mr. Consulta of the
trademark “I.LEARN CENTER & DEVICE” with the IPO on 15 December
2008. The argument that Petitioner-Appellee was under obligation to secure
the consent of Mr. Consulta before it can use I.LEARN.CENTER, INC. as its
corporate name is baseless. At the time that Petitioner-Appellee filed an
application for the registration of I.LEARN.CENTER, INC., Mr. Consulta
was not yet the registered owner of the trademark “I.LEARN CENTER &
DEVICE”; in fact there was no such trademark yet when Petitioner-Appellee
was registered as a corporate entity with the Commission. Mr. Consulta
cannot consent to the use of a trademark which is not yet in existence or
registered under his name. Nemo dat quod non habet.
Appellee after the same is registered with the Commission. This is an express
consent given by the registered owner of a trademark.19
SO ORDERED.
EMILIO B. AQUINO
Chairperson
19
SECTION 159 of Republic Act No. 8293 (the “Intellectual Property Code of the Philippines) provides for
the limitations to Actions for Infringement, thus:
“Notwithstanding any other provision of this Act, the remedies given to the owner of a right infringed under
this Act shall be limited as follows:
159.1. Notwithstanding the provisions of Section 155 hereof, a registered mark shall have no
effect against any person who, in good faith, before the filing date or the priority date, was
using the mark for the purposes of his business or enterprise: Provided, That his right may
only be transferred or assigned together with his enterprise or business or with that part of
his enterprise or business in which the mark is used. (Emphasis supplied)